Midnight in Midtown
by EmrysTheMerlin
Summary: How exactly Peter Parker got an internship at Stark industries was a long story. How he got himself mixed up with Reilly Stark and her pet project was even longer and more complicated. But when Aunt May gets hurt and Midnight may be the only one who can hunt down this mysterious new monster Spiderman will do anything to get her to agree to help him. Avengers Academy Book 2
1. Starting in the Middle

**Authors Note: THIS IS THE SECOND STORY IN A SERIES! PLEASE READ Children of Iron and Patience first! Ok just a bit of actual author explanation before we get started. Yes I know the Avengers Academy is an actual thing, I love the concept but know nothing more than it exists. So I'm making my own. Now for this I'm altering a known character a bit. I'm using bits of the main Marvel universe version and his Ultimate version. He will be the only pre-established character in my Avengers Academy. I do not own anything! Please review!**

1. Starting in the Middle

Peter Parker had no idea his day would be out of the ordinary when he sat in his fourth hour chemistry class. Well ordinary for him. School then patrol as Spidey for a few hours then he would go to his new internship at seven. He had been working there for about three weeks and he was loving it. He had already finished his assignment and was about to pass MJ a note when the whole building shook just enough for him to notice. But his Spidey sense didn't go off.

Flash Thompson raced to the window and whistled loudly.

"Dude! There's a Viper sitting out there! Osborn are you getting a new car?" Harry shook his head. He couldn't convince his dad he was responsible enough for a Viper.

"Not me." MJ raised an eyebrow.

"I wonder who then? I mean you're really the only high profile rich kid around here." Peter groaned internally. He knew who was in that car. Only she would be ostentatious enough to pull this. He might have, if provoked but he and Peter were on great terms. But no it had to be her. He glanced out the window, yep that red and gold was her style too, as were the tinted windows and building shaking base.

When the class ended and Flash and his football buddies didn't show for the next one Peter knew where they were. Sure enough when he glanced out the window they were approaching the insanely expensive car. However when they got within five feet of it they all paused and the passenger window rolled down. Flash approached and spoke with the driver. The window rolled back up decisively and the base increased slightly. The car remained in the same spot for the rest of the school day.

When the day ended the entire school gathered in the front of the school. Even the teachers were curious by now about the mysterious expensive car and its waiting driver. Only Peter knew who it was. The roof of the car shivered and began to fold back into the trunk which had slid open. The interior of the car was bright sky blue. The girl sitting in the driver's seat was eighteen and peered at the crowd over Armani sunglasses. She scanned the crowd and spotted Peter. The arc reactor was barely visible over her casually rumpled, probably as expensive as the car itself, purple tank top.

"Parker!" She shouted and the crowd parted like the red sea. Flash Thompson looked stunned and Harry laughed.

"Get in loser! We're gonna go do science!" The passenger door opened by itself and Peter quick stepped to the car. He threw his backpack into the tiny back seat area and closed the door behind himself.

"Really? Was the modified Viper necessary? Also you were three hours early." Reilly Stark grinned at him and nodded.

"Of course it was necessary I have a reputation to keep up you know." She grinned and cranked the radio as We Are Young by FUN began to play. She peeled out from the parking spot and shot down the street towards Stark/Avengers tower.

Peter had, in the past three weeks, found himself wondering a lot how exactly he had gotten himself into this. But every time he found the same answer. Reilly Stark and the internship that was how they had met after all. And how she had discovered his alternate identity. She grinned at him and he smiled back remembering how nervous he had been that first day at Stark Industries.


	2. Interviews and Interuptions

**Authors Note: Ok so I started off in the middle of the story. Now we jump back three weeks. I still own nothing and remember I'm adjusting Spiderman.**

2. Interviews and Interference

Peter Parker was shaking in his white ragged sneakers. Stark/Avengers Tower was huge and intimidating. He squared his shoulders and walked through the sliding doors. He stepped up to the desk where a pretty brunet sat typing on a clear keyboard and watching the holographic readout on her screen.

"Hello? I'm Peter Parker I have a meeting with Mr. Stark at 5?" The woman, whose nametag read Trisha, smiled.

"The elevator is on your left, JARVIS will get you where you need to go." She pointed to a set of metal doors on his left and handed him a pass key and visitors tag.

"Put the pass up to the key pad on the elevator and please keep your visitors pass on your person at all times. Happy, our security chief is a bit of a stickler for that. And good luck Mr. Parker."

"Thanks!" He did as he was instructed, pinning the pass to the top pocket of his white button up shirt. His sneakers didn't really go with his black pants and black dress jacket but Uncle Ben's shoes hadn't fit him so he made due. A disembodied voice spoke in the elevator. It was British and male.

"_Welcome to Stark Industries Mr. Parker. Mr. Stark has been called away on urgent Avengers business."_

"Oh. Should I come back another time?" Peter as a little crest fallen, he really wanted this internship but it required an interview with the man himself.

"_That will not be necessary. Your interview will be conducted by a different party. You have arrived at your destination."_ The elevator dinged and Peter stepped out to meet a blonde girl dressed in a white top with puffy short sleeves a black vest, black pants and a white apron. Her eyes were unnerving but Peter couldn't figure out why.

"_Hello Mr. Parker. Follow me please."_ She turned and Peter swore she shimmered as she walked. She led him to a large room and placed her hand on the keypad, the door slid open immediately. The room turned out to be a lab. Pieces of projects littered the room and a pair of legs was just visible under an engine block.

"The fuel injector is clogged again! I swear that's the third time this month! ALICI log that and remind me to fit this to run on anything but oil!"

"_Noted Miss. Yer five o'clock is here."_ The figure slid out on a floating board and grinned. She was female with rust colored hair and deep brown eyes. Her red tank top was covered in engine grease and various other mechanical spillages. She had a smear of oil on her left cheek. But none of these things were what drew Peter's attention. No the glowing circle of light was what had his attention.

He knew who this was. She had been in so many newspapers and magazines in the last few months there was no way he wouldn't recognize her. Of course she looked a bit different than her supposed alter ego Midnight, the tech biased hero who had shown up three months ago after Reilly's accident. All of this had been highly publicized but no one could confirm she was Midnight. The few times the press had tried Stark Industries had forced them to print a retraction claiming that until it could be confirmed by a reliable source it was slander and endangerment to call Reilly Stark a superhero.

"Hello, you must be Mr. Parker. Have a seat." She motioned to a chair across from the work side of her bench. She herself sat down in front of a plate of gold looking metal.

"Nice to meet you Miss. Stark." She rolled her eyes at him and held out her hand.

"Reilly please. I hate it when people call me Miss Stark. ALICI is the only exception." She gestured absently to the girl of about twenty who curtsied slightly.

"_Will that be all Miss Stark?" _Reilly nodded and the girl vanished into thin air. Peter gasped and Reilly grinned.

"My personal AI. ALICI, A Live Interactive Computer Interface. I'd be lost without her. I figured you'd want someone who looked human to give you directions though." Peter grinned.

"That is so cool!" Reilly smirked and picked up a stack of papers. Peter recognized it at once as his essay that had gotten him the interview in the first place.

"So, Peter Parker, why do you want this internship?" That hadn't been the question he had been expecting.

"Well I love science, always have." She held up a hand.

"Look I know you want this internship really bad. And in all honesty I'm impressed at your level of understanding for chemistry. It's impressive for someone our age. Not quite Stark level but I never expected someone on my same level, the only one who is on the same level is my brother Phil but he's helping Dad run the expo. Now I may not have had a normal childhood but I'm well aware of what most kids want right about now. They want a part time, no thought required job. That's one of the reasons you caught my attention. So why is Peter Parker, a seventeen year old at Midtown High, looking for this internship?" She set his paper down and watched him. He knew what he should say. He loved science, that was true, but not why he wanted this one.

"Well, my mom worked for Stark Industries. Dad too for a while. I never knew them but I know they were both brilliant people and ever since I was little I've loved to hear stories about the things they would do here. I mean it was brilliant! And when I was nine I found out I had a gift for science, well that's what Uncle Ben called it. He said to me once that I had to decide for myself what my best chance was and I believe Stark Industries is that chance. I've followed Dr. Conner's work for a while now and the chance to work with him is a dream come true." He paused. She was grinning at him. She held out her hand to him.

"Welcome to Stark Industries Mr. Parker." He was stunned but took her hand.

"Just like that?" She stood and rearranged her papers.

"You already had the internship the minute you were brave enough to walk in this building. The interview is really a formality. Plus I like to watch people squirm it's funny. You though, you're not intimidated by the whole daughter of Iron Man thing. I'll show you to your lab." The building shook interrupting her.

"ALICI! What the hell!?"

"_Seems the Livin' Laser is outside demandin' entrance."_

"Right, the one day Dad gets called off to Wakanda. Activate the Mark seven."

"_Very nice choice Miss."_ The wall behind Reilly slid open and revealed eight sets of armor. The Midnight armor to be specific. Peter watched with wide eyes as one of the sections in the wall came out into the room and separated into sections. Reilly Stark stepped into the section and the armor and machines momentarily blocked her from view. Soon though she stepped out in the deep purple and silver armor with only the faceplate open, she smiled.

"You should stay inside. This shouldn't take too long." The wall of windows to Peter's left opened with a whirr, spinning back section by section. She took off out the window and Peter stared his Spidey sense going crazy.

"Holly shit!" He whispered and ducked into the hall and then an empty closet. He swiftly pulled out his mask and left his clothes and ID in the closet. Spiderman ran to the still open wall and swung off to join the fight, or at least get a good place to watch from.


	3. Hero or Hindrance

**Authors Note: Yes now we have our first actual team up. Yeah the Living Laser isn't a huge villain and Spidey hasn't faced him before but come on! I needed a B lister, and I couldn't think of one other than Batroc the Leaper and I'm gonna use him in a different story. So I used the Laser. I know he isn't a B lister but I needed a chance to show off the weapons systems on the Midnight armor. Also as we all know Iron Man has his own theme song, Shoot to Thrill by AC/DC. So I figure Midnight needs one… But I'm having issues picking the song. I'm stuck between a few. AC/DC's Highway to Hell, Nirvana's Smells Like Teen Spirit, My Chemical Romance's Teenagers, or Panic! At The Disco's Kaleidoscope Eyes. I still own nothing. Please review.**

3. Hero or Hindrance?

Midnight fired her sidewinder missiles at the Laser who dodged and shot up toward her. She blasted him with her repulsors and he simply absorbed the blast.

"ALICI modulate the repulsors! Do I have enough power for the uni-beam?"

"_I de na think that's advisable. The uni-beam requires a substantial amount o' power. Ye need at least three minutes te charge it." _

"So I'll have the uni- beam in three minutes?"

"_Yes Miss."_

"Hey Glow boy? Didn't your mother teach you not to hit girls?" A voice called from Reilly's left. Suddenly the Laser was coated in what looked like spider webs. He sputtered and burned them off. Reilly glanced around and saw Spiderman sitting on the wall of Stark/Avengers Tower. She was a bit surprised to see him here. After all, midtown was his territory and Stark/Avengers tower was in downtown Manhattan.

"ALICI activate external speakers."

"_Speakers activated Miss."_

"Attention Arthur Parks! You need to stop this now! You're well aware that your form is unstable! If you stop now I'll try to help you. I want to help Arthur, why don't you let me?" Spiderman looked at me confused and the Living Laser laughed.

"Help me?! You want to take this power away from me! Just like Stark! Well that's not gonna happen! I love this power and you won't take it away!" She dodged his laser form again and Spidey shouted as he fell. He shot a web and swung to the top of the A on the side of the tower.

"You know this guy Midnight?"

"Long story Spiderman. You're a long way from your turf. What brings you downtown?" She dodged another blast. He shot more webs at the Laser managing to slow him down for a second.

"Opportunity. Plus why would I miss the chance to meet the latest superhero to join us in New York? I would have brought a gift basket but I couldn't find one with batteries." She laughed at his well placed joke even if it was a bad one.

"Nice one Spidey. Though, if I were you, I'd move before the Laser squashes himself a bug!" Spidey dodged quickly.

"_Uni-beam charged, however the subject's frequency is shiftin' faster than I can compensate. I'd recommend using the weapon you were up all last week developin'."_

"Fire flares!" They blasted all around the laser who was disoriented enough for Reilly to get a clear shot. She opened her palm as if to fire her repulsor but instead a small disk flew from under her wrist. It got within a foot of the laser and began to multiply. Soon it was a large titanium bubble. Both heroes heard the Laser beating against the inside of the sphere but each time he struck the metal it glowed then went back to its original color.

"What is that? Vibranium?" Spidey asked swinging over to a closer wall and looked at the sphere.

"Nah. My attempt at recreating the molecular structure didn't go so well but I did discover a sequencing of iron titanium and steel that can hold energy for a little while. Long enough for SHIELD to come pick him up anyway."

She was right, within minutes a SHIELD team was on the scene loading the Laser into a hovercraft. Agent Phil Coulson stepped out of the craft and yelled to the two heroes.

"Spiderman, Midnight I need to talk to you!" Midnight sighed and landed next to him.

"What is it Coulson? Come to reveal another huge secret? Maybe Fury's actually a robot from the future." She joked but there was a slight bite to her words.

"Not that I know of. Midnight, Fury heard about your plan to start your own team. He wants to back you on this, see if he can help…"

"No."

"Sorry what was that?"

"You heard me Agent Coulson, I said no. Fury can stuff it up his eye patch. I don't need his help. You should know full well what happened with the Avengers Initiative." Coulson nodded.

"If that's what you think. Director Fury will be in contact soon."

"He can make an appointment." She admonished and took off back to the lab.


	4. Caught on Camera

**Authors Note: Let the intrigue begin. I'm gonna do a thing here. It's a bit of a thing I haven't done before. I am going to stay in one timeline till the story requires I move on. Also I intend to make as many bad puns as possible! AND I HAVE HER THEME SONG! Midnight's theme song shall be So What? By PINK! So be prepared. I own nothing. **

4. Caught on Camera 

Spidey swung up into the building through an open window and snuck along the ceiling to the closet where he had left his clothes. He quickly changed back and stuffed his mask into his pocket. He snuck out of the closet and went back to the lab. Reilly was removing her armor when he came in. She looked over at him and grinned.

"Thought you might have run off. Sorry about that. It happens sometimes, comes with the territory of working for, or living with my dad." Peter nodded.

"I kinda thought it might be." Peter grinned. Reilly looked him up and down.

"I'm surprised you were brave enough to come here then. No offence but you look a little shrimpy." Peter grinned.

"No offence taken. I'm a science nerd, not a superhero." He laughed a little and she glanced at him with what he called a suspicious look. He kept grinning hoping she wouldn't question him. His hopes were in vain.

"Why were you in the hallway?" He twitched.

"I heard something break." He lied, he was really bad at it and he knew she saw through it. She shrugged.

"Culture shock it happens." She grinned. He smiled glad she had a reason when he couldn't come up with. She showed him to the lab where he would be working. It was currently occupied. Peter stared in awe. Reilly laughed and the tan haired man in a lab coat turned.

"Miss Stark! I didn't expect to see you here for at least an hour." He smiled and adjusted his coat. The left sleeve hung empty at his side.

"Reilly, please, Dr. Connors meet Peter Parker, your new intern." He smiled charmingly and held out his right, and only, hand.

"Nice to meet you Mr. Parker. I'm Dr…" Peter grabbed his hand and shook it, a grin spreading across his face.

"Kurt Connors! I follow your work. Your paper on molecular restructuring in an attempt to regenerate limbs and cure diseases was sheer genius!" Dr. Connors smiled widely.

"I'm glad you're familiar with that one! That's what I've been working on here. Stark Industries has been very generous with funding for my project. Far more so than OSCORP ever was." Reilly nodded at him with a tiny smirk. She stepped up to one of the screens on the other side of the room and tapped out a pass code. She began to sort through bits of information on the Living Laser's physiological makeup.

"Dr. Connors will give you your pass keys and security codes. You can choose how much he can access Dr. ALICI transfer a copy of the files on the Laser to my main lab. Dr. I'll you and Peter to get acquainted." He raised an eyebrow at her.

"If you don't mind, what do you expect to find in the Laser's files?" Reilly turned to them and sighed.

"Now that SHIELD has the Laser in custody, it's unlikely that he'll get away soon. He's grown insanely unstable, molecularly. He's always been a little mentally unstable and I doubt anyone can fix that bit. But I can help his physical condition, I hope. Being torn apart molecule by molecule doesn't sound like a pleasant way to go to me." Dr. Connors grinned.

"No matter what you may pretend to the opposite, you're a sweetheart under all that acting." She stiffened and stuck out her tongue at him.

"Am not! It's not nice to lie to the interns." She turned to Peter.

"I am not a sweetheart at anytime. I'm a bitch at all times, you'll see." With that she left and Dr. Connors laughed.

"She's really not. She's got an eccentric streak and her fathers tenancies to focus a little too hard but she's a wonderful person under all that." Peter nodded, no person who could admit to being a bad person could actually be one.

Reilly went back to her lab muttering about Dr. Connors and his rose colored glasses. When she typed in her access key she found her brother waiting for her. He raised an eyebrow.

"Are you aware, cause I'm pretty sure you aren't, that you are still wearing the Midnight armor's boots?" She looked down and saw that it was true. Peter had distracted her before she could finish getting out of it.

"Damn it! I got distracted." ALICI strategically chose that moment to pipe up.

"_Miss Stark?"_

"Yes ALICI?"

_ "Thare's somthin' you should probably be aware of Miss."_

"Then please make me aware of it."

"_It's a video Miss."_

"Onscreen then." Reilly ordered annoyed at her AI for being so cryptic. A video flashed up on her main screen. It was not a news broadcast like she had expected. It was a security video from a closet down the hall from this very lab. The door opened and Peter Parker hurried into the tiny room. He glanced around and swiftly unbuttoned his shirt. Reilly and Phil gaped.

"Pause video and enhance image!" Phil demanded and ALICI obeyed. The image of the Peter's open shirt was enhanced and both twins could clearly see the Spiderman costume that he wore under his street clothes.


	5. Not So Secret Secrets

**Authors Note: HAHAHA the big reveal has been done! Now let the dancing begin! Dance! Bwahahahaha! Coughs, sorry I didn't mean to sound so psycho I still own nothing. Please review or comment. **

5. Not So Secret Secrets

For the next week the twins danced around each other on what to do about Peter Parker and his secret. Their first mutual decision was made seconds after the discovery.

"ALICI! Wipe that footage, all of it. That is to have never existed at all! No traces no memory of it! Nothing! Understood?" The twins spoke at the same time. Phil stopped after calling on ALICI. He watched his sister. ALICI complied instantly and the image in front of them dissolved.

"Who is that sis? Does he work here? You know him? Sis? Rei? Reilly?" She was staring off into the air. She did that sometimes when she had an idea. Then she began to laugh.

"I knew there was something I liked about him! He had something about him that I could tell from the second I saw him." Phil raised an eyebrow. Then he laughed too.

"You would know how to spot a super hero wouldn't you?" She pointed at him accusatorily.

"Hey we should both be able to spot them! We were practically raised by the Avengers! Come on, seriously! Captain America taught you how to drive, we got math help from Dr. Bruce Banner as kids, and our dad is Iron Man for crying out loud! We should be able to spot a dual identity a mile away." She raised her hands to emphasize her point. Then she got that look again.

"So what are you planning to do? You gonna confront him?" She shook her head and picked up her tool belt. Fastening it around her waist she walked back over to the engine she had to have been working on earlier.

"Nope. I'm going to finish fixing this engine for my bike, then I'm gonna repaint it and add something to it. Not sure what yet. Front tire keeps deflating, might get rid of that. And I'm gonna work on a cure for the Living Laser. Maybe I'll work on my armor later. I've been thinking about underwater travel, maybe even space. Hell maybe I'll modify a Quin Jet while I'm at it." She pulled her wrench out of her belt and lay down on her personal mechanics rest. She had long ago modified it so it floated a few centimeters off the ground; she had destroyed the other one after one too many times hitting her head because it was too high for the engine blocks.

Peter was getting worried. Reilly Stark knew something. She had been dropping hints all week. It started when she had left a spray can of bug repellant on his desk his second day. She had winked and said,

"We've been having a spider problem in the tower lately." Then she had walked away. He had gotten lost on his way out the tower and ALICI, who still kind of freaked him out, had directed him to a garage level where Reilly had been working on a bright green motorcycle. The engine was sitting next to it and she was taking apart the outer panels. She seemed to have a thing for tank tops as she had worn one every time he saw her. This was no exception. This one was grey. Well it used to be.

Now it was covered in engine grease and oil flecks as well as paint of various colors, including the purple and silver of the Midnight armor. She had pushed her bangs out of her eyes and grinned at him. Then she looked over at one of the cars. Next to it sat someone Peter had only dreamed of meeting, well someone else.

"Cap could you hand me that laser scalpel?" The blonde raised an eyebrow at her.

"Sometimes I wonder if you do that to mess with me kiddo." She smirked a little.

"Maybe, Peter can you grab it for me?" He looked at the tools laid out close to the Captain. Grabbing the proper one he handed it over and the man, who wore a plain blue shirt and jeans, smiled at him.

"Nice to meet you Peter. I'm Steve. You work here? I haven't seen you 'round here before." Peter looked at the solder amazed that he was so casual. This was one of the greats. Maybe even the greatest, he was Peter's hero since he was a kid and here he was talking like any normal person.

"It's my second day. I'm an intern Mr. Rodgers." He held out his hand.

"Steve please." Peter shook his hand smiling like a kid in a candy store.

"Or you could call him Capsicle. I do." A male voice sounded from the doorway. Peter looked over to see a taller man with scruffy black hair and a neatly trimmed beard and mustache. His arc reactor glowed with the same light as his daughters but the eyes were what really gave it away.

"Peter Parker meet my dad Tony Stark." Tony held out his hand and Peter shook it a little shell shocked. Tony smiled a dazzling grin and Peter suddenly understood why this man was voted most charismatic man of the year seven years running.

"Shell shocked by too many heroes at once? Yeah I get that a lot. Rei what are you up to?" He grinned and looked over Peter's shoulder at his daughter who was cutting through the seat of the cycle. She didn't look at him.

"Working." Was all she said. Peter looked between the three in the room. There was a tension there that he couldn't place.

"On?" Tony asked walking around Peter to her and the bike.

"My bike."

"I can see that. What are you doing to it?"

"The engine gave out on my last ride. So I took it out and found out the fuel injector was clogged again. So I modified it and I wanted to modify the rest of the bike too. Wheels kept deflating so I took them out. Not sure how I'm gonna keep it running but I will." Tony sat down next to her and looked over the pieces of the bike. Reilly looked up at Peter and sat back eyeing him.

"Why did you come down to the garage Peter? Shouldn't you be heading home by now it's like... "She checked her watch, a Rolex with a large grease smudge on the tan leather band.

"Ten thirty! Damn you should have been gone an hour ago! Why are you still here?" Peter blushed a little.

"I got lost, couldn't find the door. Ten Thirty? Damn! I missed my bus. I'll take the subway." Reilly stood and whipped her hands off on her shirt.

"Nah I'll drive you." He shook his head.

"You don't have to do that. I can take the subway." She shook her head.

"Nearest subway station is six blocks away. Plus it's still under reconstruction after the Baxter Building got attacked by Doom Bots last Thursday. I'll drive you." She went to the wall and grabbed a set of keys.

She unlocked a bright blue mustang and opened the driver door.

"Coming? Or are you scared there might be a bug in the seat? Cause I promise I get it cleaned regularly." Peter grinned a little.

"Scared you drive like you fly actually." He remarked equally as casually. Tony looked a little stunned as did the Captain but Reilly laughed.

"I knew you were watching that day. Couldn't resist the view of a real super hero could you?"

"Like watching Spiderman fight. He's a great hero."

"Yeah, bit rough around the edges but he's got potential. Maybe I'll invite him to join my team." She grinned and he got into the car.

Peter figured out she knew that day. Neither of them said anything about it for a while. They didn't have to. Then suddenly they did, but that wasn't until after the accident.


	6. When You Cross OSCORP

**Authors Note: Ok, sorry I haven't been updating a lot lately. Been busy at work. Anyway, I'm starting to write the third story. But I must finish this one first! I own nothing! Please review.**

6. When You Cross OSCORP

A week after Peter got the internship his Aunt May wanted to see where he worked. He was against the idea but she insisted so he decided to talk to Reilly about it.

"What's the problem? Cause I don't see one. So your Aunt wants to visit, what's wrong with that?" Reilly spun around examining a holographic image of her motorcycle. She reached her hand into it and removed the front axle and then the back. She looked them over carefully then crumpled them up and turned. A goal appeared and she took a shot. It went directly into the center.

"_Congratulations Miss, yer well on yer way te beatin' yer father's high score."_ Reilly grinned.

"Thanks ALICI. So Petey what's the problem?" Peter ran a hand through his hair. He turned to Phil who was sitting at Reilly's desk going over some paperwork.

"Please tell me you get it Phil!" The twin in question looked up and nodded.

"You're worried about your aunt. You're also worried that something will happen while she's here. It's been quiet all week Peter, yes that's a bit unusual, but I think everyone's finally got the message that there will always be a hero in Stark Tower." The twins had explained to Peter, well Reilly had said that because their dad built it, it was still Stark Tower. The big A on the side was after all in the middle of their name. Phil had explained that Reilly was stubborn like their father and their mother hadn't been able to get her to call it Avengers tower when she was little, plus it was still a main hub for Stark Industries so it was a convenient way to refer to the building.

"But what if something happens and she finds out my secret!? What do I do?" Reilly rolled her eyes at him and pulled the base of her bike hologram apart and spun it.

"So don't show her around alone. Tell you what, I'll set up an official tour of the Tower for you and your Aunt May. I'll have someone reliable show her around and you can be there the whole time." Peter agreed fast then headed back to Dr. Connors lab. Phil saw the evil smirk on his twins face, he set down his papers.

"I know that look. What do you have planned?" She looked over at him with a far too innocent look in her eyes.

"Who me? Nothing! I have no idea what you're talking about!" She grinned and he rolled his eyes.

"Just don't scare Peter's Aunt. She sounds like a sweet lady and Peter needs her in one piece, she's all he has you know."

"I'm a superhero not a super villain! I'm hurt! I would never scare an old lady! That would be like scaring Grandma Pots!" Phil raised his hands in surrender.

"Alright! Alright! I'm sorry for assuming things."

The next day Peter showed up at Stark Tower with his Aunt May. She was very excited but he was shaking in his boots. The doors slid open to a sight that almost had his heart stopping. Reilly Stark stood waiting for him. She had abandoned her normal tank top for a light purple, slightly rumpled, button up shirt. Her normal designer jeans were replaced today with black slacks un-ironed but odiously insanely expensive. No she was wearing her tank top, just under her other shirt he spotted as the light from her arc reactor caught his eye. Her shirt was unbuttoned just enough so you could see the top of her tank top, framing her reactor.

She smiled a smile that reminded Peter of the one time he had met her father, they were definitely related. She held out her hand and took his Aunts still with that casually charismatic grin in place.

"You must be May Parker, Peter's aunt! I've heard so much about you." His aunt looked at him then smiled at Reilly.

"Oh Peter probably hasn't mentioned me too much. He's been so excited about this opportunity; I thought I should come see what all the fun was about." Reilly smiled again at his aunt, a genuine smile, not the one meant to charm any who saw it.

"Well we have all the toys here. I'm Reilly Stark by the way Mrs. Parker. It's very nice to meet you." May Parker smiled wider.

"Well Peter! You didn't tell me that your boss's daughter was leading us around today!" Peter ran a hand through his hair.

"I didn't know, she didn't tell me. And actually she and her brother are my bosses." Reilly smiled at Aunt May's confusion.

"My brother and I oversee the department Peter happens to be interning in. Dr. Connor's work is very interesting. But let's start at the bottom of the tower."

While Peter was getting the embarrassment of his life in the lobby, something was happening in the lab he was supposed to be in.

"No. No Norman, we've been over this. I will not be coming back to OSCORP." The man on the other end of the phone call sighed.

"I'm giving you one last chance Kurt, Dr. Connors surely you can see reason here." Dr. Connors shook his head knowing full well that Norman Osborn could not see him.

"No Norman. You wanted to use my research to create a chemical weapon. I have a chance here to make a difference to medical science, I will not make you a weapon and that's final." It was Norman's turn to sigh.

"Then I'm sorry Dr. Connors. I really am, but you leave me no choice. Goodbye." There was a beep as the call was disconnected.

Dr. Connors was not frightened easily, nor was he easily intimidated. But somehow those sentences managed to do both those things. His hand shook as he hung up his cell phone. It was an OSCORP creation; he hadn't had the time to get a new one. He set it down on his counter and brushed his hair out of his eyes. He turned to his nearly complete formula. It was so close, he was so close. Peter had been a godsend this past week. Without his help Dr. Connors would have missed a huge flaw in the equation. Peter had helped him rough out the basic structure of the formula. Now he had a testable solution.

But it wasn't ready yet. Something was still missing. He had taken the idea from a lizard's ability to regrow its tail and used their DNA to create the formula but no it couldn't be ready yet. It was too soon. He was so engrossed in his and Peter's equation that he didn't notice his phone buzzing, he did however notice when it started to beep. He turned to look at it as it beeped more rapidly. He had no time to do anything but gasp as it exploded spraying his unfinished formula everywhere.


	7. The Spiders One Weakness

**Authors Note: BWAHAHAHAHAHAHAAHA! Yes I am deviating from the new movie (which I haven't seen) but I warned you at the beginning of part 1 that I would be playing with Spidey. So there you have it, this is my version of the creation of the Lizard! BWAHAHAHA. Anyway… I think I may mess with the story you all expected a bit here. But worry not, the bit I'm gonna mess with will show up again in a different, longer, probably more complex, story. So fear not, yes I changed the Description for the story. I still own nothing. **

7. The Spider's One Weakness 

The three person tour group had reached the lab level when the explosion went off. Peter just managed to catch Aunt May. Reilly was thrown to the ground but instantly reacted. Pushing herself up, she called out.

"ALICI! What was that!?" The AI took a moment to assess the damage.

"_Thare appears te have been a localized explosion in Dr. Connors lab."_ Peter and Reilly exchanged worried glances.

"Was he in the lab at the time?"

"_Aye Miss. 'e was in his lab when te explosion occurred. Thare is still a life sign in his lab. By all appearances 'e survived the explosion. It was minor." _Reilly was on her feet in seconds taking off down the hall and turning the corner toward the plume of smoke that indicated the lab where Peter would have been in had Reilly not scheduled the tour for that day. Peter made sure that Aunt May was steady on her feet before he started after her.

"Peter!" Aunt May called after him.

"I would have been in that lab Aunt May! I should have been in that lab! I have to help!" He reached the lab in seconds and found the door open and smoke billowing from the lab. Reilly had grabbed the fire extinguisher already and he raced into the lab. He saw Reilly silhouetted against the smoke firing the extinguisher at a small fire on the table that had held their first attempt at the chemical.

"Where's Dr. Connors?" He coughed and she shook her head.

"No idea! What was in this?" She indicated the shattered pieces of a beaker that lay on the table. Peter gasped, which made him inhale a lot of smoke. He coughed and Reilly covered her mouth with her arm.

"ALICI vent lab 16 outside the building! Emergency vent protocol!" The vents turned on to their highest setting and sucked the smoke outside the building. Peter finished coughing.

"You have a protocol for venting things?" He gasped. She shrugged.

"You'd be surprised how often this kind of thing happens. Just normally it happens to me. Was the formula volatile?" Peter shook his head. That was when all hell broke loose.

Suddenly there was a large shadow that swept through the rapidly disappearing smoke. It leapt without warning, landing on top of Reilly, who went down with a shout of surprise. Peter saw a human sized lizard thing hiss at Reilly, inches away from her face. She froze using her experience with the Hulk to control herself here. She wouldn't panic. She couldn't see much more than this things face but Peter saw what the thing was wearing.

"Dr. Connors!?" The Lizard looked over at him and hissed louder. There was no mistaking the lab coat and slightly faded jeans that the creature wore though. They most certainly belonged to Peter's hero scientist. The thing lunged at Peter but Reilly, who recovered rather quickly from things like this, grabbed the Lizard by his ankle and yanked. It roared and turned back to her, teeth bared. Peter was about to shoot the thing with a web when he heard the last person he wanted in this situation at the door.

"Peter?"

"Aunt May run!" But now of course she knew that there was a problem so she would not run. The Lizards head swung around and spotted the older woman. Peter's spider sense went off as it lunged and he just managed to sidestep enough to trip the Lizard up but not enough to make the thing stop. He heard Aunt May cry out and saw red. He called out without thinking.

"Hey! Scaly! Over here!" The Lizard spun again and lunged at Peter who was completely ready to fight this thing without caring who saw him do it. But that was when Reilly called out from behind him.

"Hit the deck!" He did and heard a loud blast from over his head. The Lizard whined and he heard shattering glass. He pulled himself up off the ground and ran to Aunt May. She seemed mostly ok. Her arm had a long shallow cut in it but other than that she was alright. He glanced behind him and saw Reilly holding her right wrist with her left hand. But she smiled at him.

"How is she?"

"She's bleeding! I... I don't…" Reilly understood.

"ALICI we need a medical team up here now!" They were there in minutes. Aunt May had a mild concussion from hitting her head trying to get away from the monster. Her arm had a cut but the bleeding had stopped. The medics took her down to the lobby to wait for the ambulance. Reilly promised to pay for any and all medical expenses. Aunt May thanked her and told Peter she was fine. Peter was the only one who noticed that Reilly was hiding her left hand the whole time the medical team was there. When the EMT's loaded Aunt May into the ambulance and she insisted that Peter stay behind to finish his work for the day and the medics left Peter turned to her.

"What's wrong?" She raised an eyebrow.

"Your hand. You've been hiding it since the Lizard attacked. I heard a repulsor blast but you didn't have your armor. What did you do?" She shrugged.

"Nothing much. Just had a test thing with me." Peter stared at her with crossed arms and she sighed.

"You look like Phil when you do that. I had an experimental portable repulsor ray on me. I hadn't tested it before and I won't be using it again." She held up her hand. In the center of it was a disk of silver that had turned black at the edges. The skin around it was red and horribly burned. He could only imagine what the skin under it looked like. He took her wrist carefully.

"Why didn't you say anything?! That looks insanely painful!" She shrugged.

"Didn't want to make a big deal out of it. Your aunt was hurt, she needed the attention more." Peter called one of the medics back over and he carefully peeled the metal off Reilly's palm, leaving behind a large charred circle. She protested profusely and threatened to fire him if he called the ambulance back. She left to her lab before the medic could even bandage it. Peter caught up to her in her own lab. She was watching the footage from Dr. Connors lab.

"Give me your hand."

"No."

"It'll get infected, then you'll have to see a doctor. Let me wrap it at least. You saved me from the Lizard, it's the least I can do." She held out her hand but kept her eyes on the screen. Peter wrapped it and jumped when she cried out.

"There! Pause the video and zoom in on his phone!" The AI did as she was told. The phone was mid explosion, the explosion caught the liquid and splattered it all over Dr. Connors who was mid transforming into the giant lizard who had hurt Aunt May.


	8. Tracking The Beast

**Authors Note: Ok so I know a lot about many comic book/TV show/ movie universes. Unfortunately my Spiderman knowledge, while not necessarily limited, is a bit scattered. It comes mostly from the original Spiderman movies, where the main focus was Green Goblin, Venom, Sandman and Hob Goblin (For those of you who don't know since he wasn't named in the movie that's Spiderman 3 when Harry Osborn becomes a super villain. At least I think he's the Hob Goblin, I could be wrong and if I am I apologize.).**

** Spectacular Spiderman, a TV show from my younger childhood where Gwen Stacy was Peter's main love interest and there were a bunch of villains who, save for the Green Goblin, never really had much of a story that I remember but as I said that was years ago. **

**Spiderman and His Amazing Friends, for those of you who didn't grow up with parents who nurtured nerdyness at every opportunity this was a show from like the seventies. It was OLD when I watched it as a kid. It stared Spiderman (obviously), Iceman from the X men, and Firestar a mutant who I have never seen in anything else and so assume was created for that show. There were a bunch of different villains as well though Electro was very popular as was Mysterio and for some odd reason Dr. Doom featured as their villain too. He was in the opening credits and everything! No real Lizard appearances in that one.**

**My most recent Spidey knowledge comes from Ultimate Spiderman, the new series that aired like last year. Ummmmm… I haven't watched a lot of it. Dr. Connors is a featured character but he's got to be the Ultimate universe one cause he has all his limbs and works for SHEILD… So I'll leave him alone.**

**Sorry for the never-ending note but I just want to get across that while I do have some knowledge about Spidey it's a little all over the place so I'm putting it all in a blender and hitting puree. So if there are any inaccuracies don't blame me blame public television. I still don't own anything! Please review!**

8. Tracking the Beast

"So it was Dr. Connors." Peter breathed pausing in his task. Reilly's hand was half wrapped and she was examining the image. Then she sat back and laughed bitterly.

"Damn Doc, you did it. Not the way you expected I bet but you did it." Peter looked at her confused. She pointed to the image of the Dr.'s arm, where there had been but a stump there was half an arm. All the way to the elbow. It was green and scaly but it was an arm.

"ALICI play frame by frame from here." The two watched in super slow motion as the phone finished exploding and the Dr was thrown across the room. Yet with each frame there was more arm. A whistle sounded from the door.

"Wow. Now that's something you don't see every day, even around here." Peter turned but Reilly remained watching the image on screen.

"Peter Parker, meet my twin brother Phil Stark. Not to be confused with Phil Coulson, whose first name is now and forevermore Agent, because otherwise it gets confusing." Reilly said not looking away from the screen.

"Peter huh?" Phil walked in and the door slid closed behind him. He held out his hand to Peter.

"So you're Spiderman." Peter paled a little and turned to Reilly.

"You told him!" She shook her head.

"He was in the room when ALICI showed me the video of you changing in a closet like a moron." She still didn't look away from the screen as it continued to play frame by frame. She watched as the Lizard grew claws a howl of pain fixed on his face the whole time as his clothes tore.

"That the thing that trashed Doc Connors lab?" Phil asked walking all the way over to them. Peter finished wrapping Reilly's hand and she crossed her hands under her chin.

"That is Dr. Connors Phil. He got splashed with the unfinished formula and it turned him into that thing." Peter piped up finally.

"A lizard." The twins looked at him.

"It's a Lizard, he's a Lizard. Not a thing. He used lizard DNA to create the serum." Reilly raised her eyebrow at him. Phil paused the video.

"Hmmm, the Lizard. That's a nice name for him." Reilly slapped Phil on the back of his head.

"Ow! What was that for?"

"He's not gonna stay this way Philly! He's a scientist not a superhero, besides it doesn't seem like he knows himself when he's like this. He almost killed May Parker." Peter piped up.

"You can just call her Aunt May, everyone does. And he didn't almost kill her. He scratched her yes but it wasn't life threatening."

"Because you tripped him Peter. It would have been if you hadn't. This Lizard needs to be stopped. There has to be a way to turn him back." Reilly thought for a minute then she turned to face Peter.

"Can you recreate the serum? From the notes and things that survived the explosion. There may even be a few splatters left in the lab." Peter thought for a second. Then he nodded.

"Yeah, I think I can do that. Why do you want the original formula though? It wasn't finished. Another dose of that might kill him or turn him into Godzilla."

"I don't plan on dosing him with the original formula. You're gonna recreate the original then you and I are going to make an anti venom for it."

"But it's not a venom."

"I know, but for the moment we are going to treat it like one. Because I don't know how else to treat it. We could talk to Bruce about it but he's in Calcutta right now helping Dad build a real hospital. So he's a bit out of reach. Got any better ideas?" She glanced at both boys. Neither spoke up.

"Good. Now Peter, come with me to Dr. Connors lab." Phil finally piped up.

"What about me? I may not have a suit or spider powers but I can still help." Reilly nodded.

"Dr. Connors phone exploded. I want you to figure out why. Any clues you can find, anything out of the ordinary. Maybe he called someone, maybe someone called him. Anything you can get me. I'm gonna see if I can find a tissue sample or something so we can track him." Peter put his hand in the center of the group and grinned at Reilly who rolled her eyes at him. Phil grinned and put his hand on top of Peters.

"Come on sis, be a good sport." He grinned.

"You two are such nerds." She sighed but put her hand in anyway. They paused for a second.

"What should we say?" Phil asked. Peter raised an eyebrow.

"Avengers Assemble?" Reilly slapped him upside the back of the head. She winced.

"No that one's taken stupid. Though I do love the name Avengers, preschool, it's taken and Dad had forbidden me from joining for now anyway." Phil bounced.

"Avengers School! A place for young heroes to learn and grow together as a team! The home of the next Avengers!" Reilly thought for a second.

"Not school, Academy. Avengers Academy, teaching the heroes of tomorrow." She grinned just a little.

"Bit cliché but it'll have to do. So kids let's get to learning." They broke the hands up and split up.


	9. The Science of Humanity FINAL PART

**Author's Note: Yay! The team has been created. But for the moment it's just the three of them. That will change. But not until the next story. FINAL PART! I still own nothing. Please review. **

9. The Science of Humanity

Nearly an hour later Peter had recreated the formula and Reilly was tracking the Lizard from a remnant of scale she had found under her own fingernail. She figured he had left it there when she had grabbed him by the ankle. Phil was having no luck with the phone.

Another hour passed and the two scientists, only one of whom actually had a degree, had created something they hoped would work as an antidote.

"You sure this will work?" Peter asked. Reilly shook her head.

"No. No I am not, but it's all we've got. Unless you've got some kind of magical spider power that cures people of being Lizards."

"Nope. Plus my powers aren't magical."

"You'll have to give me that story some other time. For now let's go catch us a Lizard." Peter changed in Reilly's lab while she got into her armor. She clicked a needle nosed missile into place and handed Peter a small gun.

"What's this?"

"It's an injector gun. We only had time to make two doses of the antidote. I've got one but in case I miss, which is highly unlikely, you've got the other. You have to put the needle to his skin for it to work. It's all I had on short notice. Hopefully you won't have to use it." Peter nodded and stuck the gun to his side with a length of webbing.

"So where are we off to?" Reilly closed her faceplate.

"You're not going to be happy. We're headed into the sewers. Lizards huh? Had to be the sewers." Peter pulled a face and pulled on his mask.

"Don't wait up Phil, we might be a while." Phil nodded and pressed a button. The wall opened and Midnight stepped up to the opening.

"Good luck. Also mom will kill you if you aren't home for dinner at 7." Reilly smiled under her faceplate and took off. Spiderman waved and swung off after her.

"So where are we headed to Tin Can?" Midnight couldn't shoot him a look because her faceplate didn't express emotion but he got the point when she turned her head sharply to glare at him.

"Ok so no Tin Can then. Hmmm how about Gears?" Midnight sighed.

"Well it's better than Tin Can. You could just call me Midnight, Web head." Spidey grinned under his mask.

"But Web head is my nickname!" She laughed and landed in a back alley.

"Well Webs we're here." She knelt down and yanked off a manhole cover. Standing back up she tossed it aside and gestured to the hole in the alley.

"After you." He shook his head.

"Ladies first." She sighed and floated into the hole.

"Spiderman? More like Spiderbaby." He laughed and followed her.

They searched for quite some time. Spidey was having quite a difficult time clinging to the damp walls. Midnight was flying through the sewers.

"How are you doing that? Your thrusters should be setting fire to all the methane down here." He couldn't see her face but even the electronically distorted version of her voice sounded smug.

"They aren't explosive. If Iron Man was down here he'd have to walk. I use an ionic power to fly with my thrusters."

"Oh well look at miss genius." Suddenly his Spider sense went crazy.

"Look out!" Midnight was about to ask for what when she was tackled out of the air by a large Lizard. It hissed and both landed in the water and various other things with a large splash. That was when ALICI piped up inside the Midnight armor.

"_Miss yer brother is callin' shall I patch him through?"_

"I'm a bit busy at the moment!"

"_I'm afraid e's insistin' Miss." _

"Tell him to piss off I'm busy!" She threw the Lizard back off her into the sewer wall. She surfaced and flew back into the air. Spidey swung down next to her.

"You ok?" She nodded. He waved his hand in front of his mask.

"Whew! You're gonna need to wash that suit. Maybe even dry clean. If you can find one for robots."

"Very funny Webs. Where did he go?" Spidey shook his head.

"ALICI! Is the trace still live?"

"_Aye Miss. The target appears te be movin' quickly." _

"Come on Web head! He's going this way." Midnight followed the trail on her readout screen. It lead to a main hub of pipes and tunnels. There were too many places here where a large Lizard could hide. Spidey seemed to have noticed that too.

"I didn't know sewers came this big."

"ALICI pull up the sewer plans, find out where we are." Spiderman sat bolt upright on the side of the pipe he was sitting on.

"He's here! Look left!" Midnight shot to her right and just dodged the practically rabid Lizard. It landed on a pipe near Spidey and hissed at him. Spidey shot a long stream of webbing at it tying it up. Midnight leveled her arm at him centering her shot. He roared and tore the webbing apart with his teeth.

Midnight just managed to get her shot off. It hit him between the shoulders and he howled and lunged at her. She yelled as he landed on top of her in mid air. The armor systems could hold them both up but he dug his claws into the chest plate and began tearing.

"_The armor has been compromised! Sheildin' at zero percent. Armor shell integrity has been compromised."_

"Shit! Activate the uni-beam!"

"_Uni- beam offline Miss. Recommend evasive actions."_

"I would if he wasn't sitting on my chest!" Suddenly the weigh increased and the thrusters were no longer enough to hold them all up. As the Lizard tore away a piece of the chest plate, revealing her purple shirt underneath he howled again and went rigid the piece of purple armor stuck in his claws. Then he howled again and began to shrink. His left arm began to shrivel and suddenly fell off entirely leaving the stump it had once been. The scientist shrank back to his normal size and started to fall.

The suits systems were damaged and Reilly barely managed to stay afloat in the air. Her systems were leaking and her stabilizers where on the blink but she just managed it. Spiderman just managed to catch Dr. Connors before he fell. The scientists eyes fluttered and he coughed.

"What happened? Where… Spiderman? Where am I?"

"It's ok Doc. You're safe. We're gonna get you some help." The Dr. passed out. Spiderman turned to Midnight. He still held the needle gun in his hand.

"Thanks Spiderman." He nodded.

_"Miss I'm afraid yer brother has threatened to overwrite me protocols if ye de ne answer yer phone."_

"Put him through." There was static over the line then Phil's voice came over the line.

"Damn it Reilly. I swear next time you scare me like that I will shut down your suit and tell mom you're a superhero."

"Now that's just not nice! We cured the Dr."

"Good now get home!"

"Ok, ok, we're coming." They dropped the doctor off at the hospital and headed back to Stark/Avengers Tower. They arrived back through the hole in the wall of Reilly's lab and Reilly started pulling off her armor. Peter pulled off his mask just in time for both of them to hear Phil call out.

"WAIT!" But too late both teen heroes looked up to see Pepper Stark standing in the doorway. She looked them over carefully. Then she stepped all the way into the room and the door closed behind her.

"Nice to meet you Mr. Parker. Reilly I have a present for you." Reilly who was failing to hide behind Peter forgot that she was wearing torn armor and had just removed her helmet stepped out from behind him.

"But my birthday isn't for a month." Phil looked between his superhero, armor clad sister and his mother who managed the Avengers. The second held out a box to the first.

"I know, but I think this could be useful sooner rather than later." Reilly took the box and opened it with her un armor clad hand. She reached inside and pulled out a set of keys.

"A car? Mom I have a garage full of cars." Pepper shook her head.

"Not a car sweetie. Keep looking." Reilly pulled a piece of paper out of the bottom of the box. She unfolded it. Along the top was written in large bold print. **DEED **

"A house! Mom a house! Wow." She hugged her mother remembering suddenly that she was in her armor she pulled away.

"But, I thought you would be mad at me."

"No sweetie. I'm not mad. I wish you had told me sooner, but I would like to help. I had a feeling you would eventually lead up to this. So I had a plan. I had hoped it would be a few years. But this should help you out. All of you. Think of it as my gift to the next Avengers."

And that was how Peter wound up sitting in the passenger's seat of a modified Viper on his way to the edge of Midtown. To the edge of the island of Manhattan itself. They parked in front of the huge building and Peter looked out over the Hudson River.

"What do you think Pete?" He turned and saw a huge house that sat with its back windows facing the city. It was the largest house he had ever seen. It had seen little use in the past twenty two years. It had been a museum at one point but had been damaged in the battle of Manhattan and hadn't been reopened after that.

"I think if we are going to make this the Avengers Academy then we have a lot of work to do." Reilly opened the trunk of the Viper and pulled out two tool belts.

"Then let's get to it Web head." She grinned and clicked hers in place. Peter caught his and clicked it around his waist. This would be fun.

**To be continued in the next installment of the Avengers Academy **


End file.
